EXHIBIT 10.26.2

         AMENDMENTS TO ATLAS AIR, INC. PROFIT SHARING PLAN (the "Plan")

      On June 21, 2005, the Board of Directors of Atlas Air Worldwide Holdings,
Inc., the 100% owner of Atlas Air, Inc. approved the following resolutions,
amending the Plan:

      RESOLVED (1): That the Atlas Air Profit Sharing Plan is hereby amended to
discontinue payment entitlement to Eligible Employees (as defined in the Plan),
other than those Eligible Employees covered by a collective bargaining agreement
or written employment agreement which expressly provides for participation in
such Plan (the "Payment Eligible Participants").

      RESOLVED (2): That the Atlas Air Profit Sharing Plan is hereby further
amended to provide that the Annual Profit Sharing Contribution and calculation
of payments under the Plan shall be such that the Payment Eligible Participants
receive the same benefit they would have received had the Eligible Employees
being removed from payment eligibility continued to be payment eligible. For the
avoidance of doubt, nothing herein shall be construed in any way to increase or
decrease the level of payment the Payment Eligible Participants would have been
entitled to receive absent these amendments.

      RESOLVED (3): That the Atlas Air Profit Sharing Plan is hereby further
amended to provide that all powers, rights, responsibilities and authority
thereunder previously vested in this Board shall henceforth be vested in the
Compensation Committee of the Board of Directors of Atlas Air Worldwide
Holdings, Inc.